Morgan Lewis: Sirius and SECA: What Changes, What Doesn’t, and What Comes Next

The Fifth Circuit’s decision in Sirius is the first appellate opinion to reject the Tax Court’s functional approach to the limited partner exception and refocus the analysis on status under state law, the statutory text, and longstanding tax administration. While binding only in one circuit, it provides a new appellate reference point for how SECA risk is evaluated, argued, and negotiated.

 

Join Morgan Lewis and EisnerAmper for a practical discussion of what Sirius changes and what it doesn’t. We will examine how the decision impacts audit posture, Appeals strategy, filing positions, and forward-looking structuring, with a particular focus on governance discipline and preserving state-law limited liability.

 

We will also address jurisdictional dynamics, including how Sirius may influence pending cases in the First and Second Circuits, what to watch in the coming months, and how taxpayers should position themselves in a landscape that is shifting but not yet settled.